EXHIBIT 4.15
AMENDED, RESTATED AND CONSOLIDATED TERM LOAN NOTE
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March 18, 2004
$5,508,469.92 Philadelphia, PA
FOR VALUE RECEIVED, the undersigned, Selas Corporation of America, a
Pennsylvania business corporation with its chief executive office and principal
place of business at c/o RTI, 0000 Xxx Xxx Xxxx, Xxxxx Xxxxx, XX 00000 (the
"Borrower"), promises to pay to the order of Wachovia Bank, National Association
(formerly known as First Union National Bank) with offices located at Broad and
Walnut Streets, Philadelphia, PA 19109 (the "Lender") the principal sum of Five
Million Five Hundred Eight Thousand Four Hundred Sixty-Nine and 92/100 Dollars
($5,508,469.92) as extended by the Lender to the Borrower under the Amended,
Restated and Consolidated Loan Agreement dated of even date by and among the
Borrower, Resistance Technology, Inc., a Minnesota business corporation with
offices located at 0000 Xxx Xxx Xxxx, Xxxxx Xxxxx, XX 00000, RTI Electronics,
Inc., a Delaware corporation with offices located at 0000 Xxx Xxxxxx Xxxxxx,
Xxxxxxx, XX 00000 and Lender (as amended, restated, modified or supplemented
from time to time, the "Agreement"), pursuant to the "Term Loan" as defined in
the Agreement, together with interest, from the date of the Agreement, in like
money, at said office of the Lender, at the time and at rates per annum as
provided in the Agreement. All terms used and not otherwise defined in this
Amended, Restated and Consolidated Term Note (the "Term Note") shall have the
meanings given to them in the Agreement.
This Term Note amends and completely restates, consolidates and
evidences the indebtedness outstanding under and is substituted for, but not in
payment, satisfaction, cancellation or novation of any of (a) the Existing Term
Notes issued by the Borrower to the Lender, (b) the Existing Supplemental Credit
Facility Note issued by the Borrower to the Lender, (c) the obligations of Selas
SAS (formerly know as Selas S.A.) to the Lender under the Existing Overdraft
Facility, and (d) the obligations of Selas SAS (formerly know as Selas S.A.) to
the Lender under the Existing Selas SAS 2000 Term Facility (collectively, the
"Prior Credit Facility Notes"). As of the date hereof, the Prior Credit Facility
Notes shall collectively be deemed to be this Term Note, as referred to in the
Agreement, and this Term Note shall evidence the indebtedness incurred under,
and shall be entitled to the benefits of, the Agreement. Upon the occurrence of
any Event of Default set forth in the Agreement, the entire unpaid balance of
principal and accrued interest of this Term Note and all other amounts due under
the Agreement shall, at the option of the Lender, be immediately due and payable
without presentment, demand, protest or notice of any kind, all of which are
expressly waived.
Until maturity (whether by acceleration or otherwise), the outstanding
principal balance hereunder shall bear interest at the rates and shall be
payable at the times and in the manner set forth in the Agreement. Subsequent to
maturity, including after judgment, or upon the occurrence of any Event of
Default set forth in the Agreement, interest on the outstanding principal
balance hereunder shall accrue at an annual rate equal to the Base Rate plus
five percent (5%) and shall be payable on demand.
Time is of the essence of this Term Note. All payments of principal and
interest shall be made in full in lawful money of the United States of America,
without set-off,
counterclaim, deduction or withholding for any reason whatsoever, at the offices
of the Lender, or at such other place as may be directed by the Lender.
In the event any interest rate applicable hereto is in excess of the
highest rate allowable under applicable law, then the rate of such interest will
be reduced to the highest rate not in excess of such maximum allowable interest
and any excess previously paid by the Borrower shall be deemed to have been
applied against principal.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE BORROWER IRREVOCABLY
AUTHORIZES THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD IN
PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND CONFESS JUDGMENT AGAINST THE
BORROWER FOR ANY AND ALL AMOUNTS UNPAID ON THIS TERM NOTE AND UNDER THE
AGREEMENT, INCLUDING INTEREST THEREON TO DATE OF PAYMENT (SUCH AMOUNT AND THE
OCCURRENCE OF SUCH EVENT OF DEFAULT TO BE AS EVIDENCED BY A COMPLAINT OR AN
AFFIDAVIT SIGNED BY AN OFFICER OF THE LENDER) TOGETHER WITH FEES OF COUNSEL,
DISBURSEMENTS AND COSTS OF SUIT, AS SET FORTH BELOW, RELEASING ALL ERRORS AND
WAIVING RIGHTS OF APPEAL. IF A COPY OF THIS TERM NOTE, VERIFIED BY AFFIDAVIT,
SHALL HAVE BEEN FILED IN SUCH PROCEEDING, IT SHALL NOT BE NECESSARY TO FILE THE
ORIGINAL AS A WARRANT OF ATTORNEY. THE BORROWER WAIVES THE RIGHT TO ANY STAY OF
EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT. NO
SINGLE EXERCISE OF THIS WARRANT AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO
EXHAUST THIS POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT
TO BE INVALID, VOIDABLE OR VOID, BUT THIS POWER SHALL CONTINUE UNDIMINISHED AND
MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL THIS
TERM NOTE AND ALL SUMS DUE UNDER THIS TERM NOTE AND THE AGREEMENT SHALL HAVE
BEEN PAID IN FULL.
If the Lender should engage legal counsel in the course of collection
of this Term Note upon the occurrence of an Event of Default, the Borrower shall
pay to the Lender all fees and disbursements reasonably incurred by such counsel
and all costs of suit.
THE BORROWER AND THE LENDER CONSENT TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT LOCATED WITHIN THE EASTERN DISTRICT OF PENNSYLVANIA IN ANY AND ALL
ACTIONS AND PROCEEDINGS ARISING UNDER OR PURSUANT TO THIS TERM NOTE OR ARISING
UNDER OR PURSUANT TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN
CONNECTION WITH OR RELATING TO THIS TERM NOTE. THE BORROWER IRREVOCABLY AGREES
TO SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH
ADDRESS AS THE BORROWER MAY DIRECT BY WRITTEN NOTICE TO THE LENDER.
THE BORROWER IRREVOCABLY WAIVES A JURY TRIAL AND ANY RIGHT TO A JURY
TRIAL IN ANY ACTIONS OR PROCEEDINGS ARISING UNDER OR PURSUANT TO THIS TERM NOTE
OR ARISING UNDER OR PURSUANT TO ANY
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AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH OR RELATING TO
THIS TERM NOTE, AND THE BORROWER AGREES THAT ANY SUCH ACTION OR PROCEEDING MAY
BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
THE BORROWER ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN
THE REVIEW AND EXECUTION OF THIS TERM NOTE AND FURTHER ACKNOWLEDGES THAT THE
MEANING AND EFFECT OF THE CONFESSION OF JUDGMENT AND WAIVER OF JURY TRIAL HAVE
BEEN FULLY EXPLAINED TO SUCH BORROWER BY SUCH COUNSEL.
This Term Note is being executed and delivered in the Commonwealth of
Pennsylvania and shall be governed by and construed in accordance with the laws
of the Commonwealth of Pennsylvania. Except where the context otherwise
requires, the term "Lender" shall be deemed to include any subsequent holder of
this Term Note.
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IN WITNESS WHEREOF, the undersigned, by its duly authorized officer and
intending to be legally bound, has duly executed this Term Note this __ day of
March, 2004.
ATTEST: SELAS CORPORATION OF AMERICA
By: (SEAL)
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Name: Name:
-------------------------- Title:
Title:
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